On April 7, 2021, Hubert Reynier (President and Founder VISCONTI Partners) participated in a webinar organized by Angelsquare in the company of Frédéric Bucher (Partner at Couderc Dinh et Associés).

Find the summary of this webinar.

Governance can be represented by an hourglass: the Board would be located at the top, the Management Committee at the bottom and the General Management in the middle. It is important to think of governance as a performance driver.

Each has its own missions and responsibilities:

• The Board has three main missions: strategy, key people and financial control
• The Management Committee is the body responsible for implementing the strategy
• The General Management is in the middle and must orchestrate the link between the Board and the Management Committee.

The importance of the board

The Board is a support that can be a real performance driver for the contacts it provides, the perspective it can bring to the manager in daily business and the help it can provide to overcome any inconveniences or weaknesses that the manager may have.

Having a Board means being able to dialogue and knowing how to learn from the experience of others.

There is no specific recipe for good governance. The important thing is less the formalization of governance than the work to do on yourself. Determine your strengths and weaknesses, your needs, your development prospects...

You have to ask yourself the right questions. One of these is the ability to surround yourself with people who are sometimes your equals or who may have more experience than yourself. This can then become a great lesson in humility for the manager. It is also a principle of collegiality, it shows that the manager is able to listen to those around him.

Having a well-composed Board that brings outside experiences is beneficial. This does not mean that the Board will have the last word. But the leader will have to listen and take note.

Should governance be formalized?

Governance must be formalized through statutes, a pact or even a charter, the legal vehicle does not matter. The main thing is that this is done and that the members stick to it.

It is a road map that must be applied. This formalization of the Board process must be made operational: inform administrators in advance and do not hesitate to entrust them with specific missions.

Bringing a board to life

Directors should feel free to communicate and be open to criticism. This contributes to making up for the shortcomings that the Management Committee may have.

However, in a Board, not all members are ready to do the same thing. Specific missions may be given, if the administrator wants more responsibilities, subject to specific remuneration. It is therefore necessary to customize the role of administrators.

Remuneration of directors

A mechanism has existed for two years: it is possible to assign BSPCE administrators to them. These are Warrants, and it's free. It is an interesting tax system.

It is a right to subscribe to BSPCE in order to remunerate shares within the framework of the company.

Relations with the board and the Management Committee

• “Whoever does not report does not realize”, so it is extremely important that a CEO reports on the actions carried out to a Board in a monthly report. These reports allow the Director General to “realize” and to be challenged. Without it, he never has an awareness about the state of his business and himself. As for the frequency of Board meetings, 4 to 5 meetings should be organized per year.
• “Separating capital and management”: some members of the Board are shareholders, themselves founders, and mix their two functions. This is a mistake made on a regular basis in startups. Having the best on the market in the various functions is the objective of the CEO and the Management Committee. It is therefore natural that capital and management are separated. Capital is the co-ownership of an asset, and therefore the business. Management is surrounding yourself with the best possible team. The capital is under the responsibility of the Board, the management of the Management Committee.
• The position of the manager and the co-founders on a Board is not the same as in a Management Committee, especially if the founder is also Chairman of the Board.

The Management Committee is composed of the various functions of the company (Sales, Marketing of the Offer, Finance, Human Resources, General Management, etc.).

The Directorate-General is therefore a function like any other. But what link can there be between the Management Committee and the Board?

The link between the Management Committee and the Board

Once every three years, at the time of a fundraiser for example, a link is made between the two bodies in order to agree on a strategy.

Once agreed, the work of the Management Committee is not to redefine this strategy every year but to regularly review its execution with the Board.

The aim of the CEO is to have the best elements on each of the functions of his company. It is preferable to avoid a star model in which each function reports to the Director General.

This change in logic is difficult for most co-founders. But it is necessary because the star model has its limitations.

You must agree to have a weekly steering body focused on action and execution. This means that each function is committed to its annual roadmap in line with the defined strategy (this may be the commercial plan, HR policy, etc.).

The Board is there to form an opening: to challenge when everything is going well and to be supportive when everything is going wrong, to provide ideas, business. The Management Committee, on the other hand, is the executive body.

The Directorate-General is not the summit of a pyramidal organization that would be the company. It is an organ that is connected to and works with all the other functions of the company. He works with the Board and the Management Committee.

It is therefore essential for a manager to assimilate the different missions of these two bodies and to act accordingly. For the well-being of the company, the good coordination and complementarity of the Board and the Management Committee are essential.